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General purchasing conditions ofnovem car interior designs gmbh1. Coverage1.1 The legal relationships between the supplier and the novem car interior design gmbh and/or their subsidiaries(hereinafter termed "novem") (together termed: "parties") are exclusively based on these general purchasingconditions and other contingent agreements. Deviant, contrary or supplementary general terms and conditionsof business of the supplier do not apply even if they are not expressly contradicted in an individual case.1.2 These purchasing conditions apply exclusively vis-à-vis entrepreneurs in the sense of paragraph 14 ofGerman Civil Code (BGB).2. Offer; contract conclusion2.1 Supply contracts (order and acceptance) and delivery calls as well as their changes and supplements requirethe written form. The written form requirement is also safeguarded through telecommunication (telefax, email).2.2 Should the supplier not accept the order placed by novem within a period of three (3) days, by returning thesigned order confirmation, then novem will no longer be bound to the order at the end of the period in as far asanother binding period is not expressly agreed upon. Delivery calls are deemed accepted if the supplier doesnot contradict within ten (10) workdays from receipt.2.3 Within the scope of reasonableness to the supplier, novem can demand changes in design and execution ofthe delivery object. At the same time, the effects, especially with respect to additional and minimum costs aswell as the delivery date, are to be regulated adequately and amicably.2.4 Already in the offer stage, the supplier is obliged to draw novem's attention to increased risks that can beassociated with the object to be delivered or with the works. If such a hint by the supplier only occurs after thecontract is concluded then novem is entitled to withdraw from an already concluded contract.3. Terms of payment; cession3.1 The price quoted in the order is binding. In the absence of deviant written agreement, the delivery is "carriagefree", i.e. "free up to recipient works", including packaging. The return of packaging requires specialagreement.3.2 The statutory value added tax is not included in the price; this is billed separately.3.3 As far as no deviant written agreement was made with the supplier, novem pays after the delivery of the goodsand receipt of invoice within 30 days under the deduction of 3% discount or within 60 days without deduction.With the receipt of premature deliveries, the due date depends on the agreed delivery schedule.3.4 Periods allowed for payment are not set in course provided that the supplier's invoice lacks the order number,identification number, and the delivery note number quoted by novem cannot be identified or does not featureverifiable content.3.5 Provided that the invoicing is agreed on in a credit procedure between novem and the supplier, a credit will beissued by novem instead of an invoice by the supplier.3.6 The payment is made through remittance or by means of cheque.3.7 For default in payment, we owe default interests in the amount of five percentage above the base interest ratein accordance with paragraph 247 if German Civil Code (BGB).3.8 For incomplete or deficient performance, novem is entitled to retain due payments in proportion of up to theproper fulfilment amount. novem is entitled to the right of set-off and lien as well as to objection due to nonfulfilmentof the contract within the statutory scope.3.9 The supplier can offset his claims against the claims of novem or exercise the right of lien pursuant toparagraph 273 German Civil Code (BGB) only if his claims are uncontested or are legally established or aremature for decision.3.10 novem is entitled to cede all claims from the legal relationships with the supplier without his consent. Thesupplier is not entitled to cede his claims from the contractual relationship to third party without express writtenconsent of novem. This does not apply as far as it concerns monetary claims from a mutual trade business.4. Delivery; schedules; passing of risk; default4.1 Schedules, periods and delivery bulk agreed on are binding. Specified delivery periods are counted from thedate the order is placed. What is decisive for compliance with the delivery date or with the delivery time is thearrival of the goods at the respective novem works initiating the order (recipient works). Partial deliveries areallowed only with prior written approval of novem.4.2 The supplier is obliged to immediately inform novem in writing if circumstances occur or become imminent,from which it is evident that the contingent delivery time cannot be met.4.3 If failure to observe the delivery periods is based on acts of God or on similar events in the sense of Item 12then the period extends proportionately.4.4 novem is not obliged to accept premature or belated delivery of goods unless otherwise partial deliveries ormultiple deliveries are agreed on. Such deliveries can be rearranged at the expense of the supplier, orreturned or stored. The same applies if the shipping papers do not contain the number and date of the order,identification, part number, number of pieces and/or bulk and a short description of the delivered goods and assuch their allocation or inspection for proper delivery by novem is not possible or is essentially made difficult.4.5 As far as nothing otherwise is agreed upon, the delivery occurs free of charge up to the recipient works.4.6 As far as we use delivery clauses in accordance with INCOTERMS, the latest version of the INCOTERMS2010 is applicable.4.7 Transport insurance costs are born by the supplier. If the takeover of the transport costs was agreed on bynovem, then the supplier has to select the shipping method prescribed by novem, if no shipping method hasbeen agreed on, he has to use the method that is most favourable to novem.GTC, State 10

Page 2 (of 5)4.8 As far as the goods produced for novem are required for export, at the latest with the first delivery, a writtendeclaration of the origin of the delivered object must be provided for customs purposes.4.9 The origin of newly received delivery objects or a change of origin has to be drawn to the attention of novemvoluntarily and immediately. The supplier is liable for all disadvantages that are caused to novem due toirregular or belated declaration by the supplier. If required, the supplier has to authenticate the origin of hisgoods by providing a note certified by his customs authority.4.10 Should the supplier not provided his services nor do so within the agreed delivery period or come in default,then rights of novem – especially for withdrawal and damage claims – are determined pursuant to the statutoryprovisions. The regulation in Item 4.11 remains untouched.4.11 In case of default in delivery, novem is entitled irrespective of the statutory delay regulations, after prior writtenthreat vis-à-vis the supplier, to claim a lump sum delay compensation in the amount of 1% of the contractualtotal for each begun delay week and/or offset the purchase price, however, altogether not exceeding 5% of thecontractual total sum. If novem estimates the actual incurred damages according to the statutory regulations,then the lump sum delay compensation herewith is taken into account. If the belated delivery is accepted, thennovem will claim for delay compensation at the latest with the final payment.4.12 Likewise, novem is entitled in case of default in delivery in cases of severe lack of means, especially withregard to its own delivery obligations, after prior written threat, to stock up otherwise at the expense of thesupplier if it is no longer possible to set a period for delivery by the supplier because of special urgency.4.13 The acceptance of belated deliveries does not mean renunciation of entitlement to damage claims. Paymentsmade in the meantime or issued receiving certificates are not valid as recognition of proper delivery. Rejectedgoods are returned where appropriate at the expense and risk of the supplier.5. Notification of defectsFor the commercial duty and reprimand obligation, the statutory provisions (paragraphs 377, 381 GermanCommercial Code (HGB)) apply, subject to the following proviso: The duty of inspection by novem is limited todefects that become apparent during the incoming goods inspection, under visual checks including thedelivery papers, as well as at our quality control in random sampling process (e.g. transport damages,incorrect and short shipment). In addition, it matters to what extent an inspection is practicable under theconsideration of individual circumstances of proper business transaction.The reprimand duty of novem for later discovered defects remains untouched. In all cases the reprimand(defects notice) applies as immediate and timely if it is reported within two weeks after its discovery.6. Quality and documentation6.1 novem imposes maximum requirements on its in-house and supplier quality and assurance. Materials andcomponents ordered by novem have to conform to the state of the art in technology, science and research tothe respectively pertinent standards (DIN standards, EEC standards etc.) and comply with the safetyregulations and with environmental protection provisions. The supplier vouches for strict compliance with thesestandards, just as for conformance of delivery with the prerequisite or supplier-specified performance data andother characteristics. Nevertheless, should vagueness with regard to quality, dimension etc. be apparent onthe part of the supplier, he is obliged to eliminate these through immediate consultation with novem.6.2 For the first sample test, reference is drawn to the VDA articles "Assurance of quality of deliveries – supplierselection / production process – and product release/quality performance in the series" in their respectivelyvalid versions. Independently of this, the supplier has to continuously review the quality of delivered objectsand inform novem if necessary about possible changes and improvements. Within the scope of qualityassurance measures, the agreements made between the parties, for example, quality assurance agreementsor ship-to-stock agreements have to be observed. For the first sample test required, where appropriate, bynovem before the release for production, it is decisive that the assessment "good" be obtained from novem.6.3 If the type and scope of the test/inspection as well as the test means and methods between the supplier andnovem are not agreed on, then the parties jointly determine the respectively required state of the art of thetesting technology.6.4 With the technical documents or especially motor vehicle parts (for example, marked with "D"), the supplierhas to additionally keep in special records (test/inspection documents) when, in which manner, and by whomthe delivered objects were tested with respect to compulsory documentation features and which results therequired quality tests obtained. The test/inspection documents are to be stored for ten years and are to bepresented to novem upon demand. Pre-suppliers have to be obligated by the supplier within the scope ofstatutory possibilities to the same extent. As instructions, reference is drawn to the VDA article "Confirmatorytest documentation - guidelines for the documentation and archiving of quality requirements" in its respectivelyvalid version.6.5 So far as novem or authorities that, for example, are responsible for motor vehicle safety or for retest of certainrequirements demand insight into the production process and/or test/inspection documents of the supplier, thesupplier declares his readiness for this and at the same time provides reasonable assistance. The supplier willalways guarantee novem and/or the authorities the access to his works during the usual operating andbusiness hours after prior notification.6.6 The supplier has upon demand and proof of justified interest by novem to the introduce and observe a qualitymanagement and quality assurance system, otherwise novem is entitled to withdraw from the contract.7. Rights relating to defects; reservation of proprietary rights; product liability7.1 For the rights relating to material and defects of the goods (including incorrect delivery and short shipment aswell as improper assembly, deficient assembly, operation instructions or operating manual) and in otherbreaches of duty by the supplier, the statutory regulations shall apply unless nothing otherwise is agreed upon.GTC, State 10

Page 3 (of 5)7.2 The supplier guarantees that the contractual objects to be delivered are free of defects and comply with therequirements in the sense of Item 6.7.3 Should more test/inspection than the test/inspection common for incoming goods be necessary as a result ofdefective delivery, novem is entitled to penalise the supplier for each defective delivery, with a lump sumdamage compensation in the amount of 75.00 Euro. The supplier is entitled to provide counter-evidence oflower expenses. Costs beyond this as well have to be borne by the supplier in case novem proves this.7.4 In case of delivery of defective goods, the supplier will be given reasonable opportunity for sorting out,improving or later supply prior to the beginning of fabrication, in as far as it is reasonable for novem to do so. Ifthe supplier cannot implement these measures or he does not fulfil a request relating to this within thedeadline period, then novem can withdraw from the contract, return the goods at risk and expense of thesupplier and procure the stock otherwise, without the necessity for granting a further deadline.7.5 In the event of partial deliveries or repeated deliveries of comparable or of the same products, novem isentitled to immediate withdrawal from the entire order, also for the yet undelivered goods if two deliveries donot suffice with regard to bulk and/or quality according to the agreements or if standard practice tolerances areexceeded and the supplier was informed about this after the first deliveries and novem has no interest inpartial performance.7.6 novem is entitled, in the event of default or in the case of severe lack of means, especially with regard to itsown delivery obligation, to undertake the elimination of defects at the expense of the supplier or to allow a thirdparty to do the same if it is no longer possible because of special urgency to notify the supplier about thedefects and the threatening damage and set a period for improvement. In the cases in which an improvementis not expedient and would be associated with higher costs - including the compensation claims to beexpected and contractual penalties - as a replacement purchase, novem is entitled to stock up otherwise at theexpense of the supplier. If the circumstances allow, novem will negotiate further action jointly with the supplier.7.7 Claims from defects liability expire in 36 months, calculated from the passing of risk. This does not apply as faras the law prescribes longer periods.7.8 The supplier agrees expressly that the products delivered by him may also be installed or processed andmarketed worldwide by novem. Property reservations of the supplier, as far as they have references to theobligations for payment by novem, apply only to the respectively delivered goods by which the supplierreserved the property rights to himself. Extended and prolonged property rights are ruled out.7.9 Should third party file claims against novem because of product defect, then the supplier in an internalrelationship promises to exempt novem from every liability as far as the defect that establishes the productliability according to the principles of apparent proof or further statutory regulations falls under theresponsibility of the supplier, thus especially within the scope of his instructions, design, production andtest/inspection possibilities. The burden of proof, also for contingent relief possibilities in this case, is born bythe supplier. The exemption obligation of the supplier from liability applies also to the claims against novemfrom other absolute liability states of affairs as far as the supplier is considered to be the cause and inassociation with supplier causation contribution.7.10 The supplier promises besides the usual liability insurance also to obtain and uphold a product liabilityinsurance with a coverage total sum of 5 million Euro per person/damage for the property for the productliability risks. novem is entitled to demand a proof of compliance with the insurance requirement. If novem isentitled to further compensation claims, then they remain untouched.8. Handed over drawings and tools; provision of material; reservation of proprietary rights in tools; secrecy8.1 For the execution of the order, novem put the following at supplier's disposal, where appropriate, drafts,drawings, samples, models, films, CAD data formats or other data, as well as tools or material. No assignmentof the right on or from such an object is associated with the transfer. The supplier is therefore obliged not tobreach all rights of novem to such objects, especially:a) the property, the copyright or other commercial protection rights by attaching hints that allows clearconclusions about the proprietary ownership of the right by novem;b) to make duplication copies of such objects only within the framework of operational requirement andcopyright provision;c) to undertake changes on such objects only after approval by novem;d) to observe the copyright as well as special property regulation of parts produced according to thedrawings of novem;e) to use the objects received from novem only for the execution of the order placed by novem, to guardcarefully, separately and free-of-charge for novem and to rule out loss, damages or depreciation in value8.2 Products made by using the objects handed over by novem, which the supplier already hands over to novemnow, will become exclusive properties of novem after manufacture. The contrary applies only in the case ofmere provision of material: Should the material provided by novem be joined with other objects by the supplierto form a thing and the other thing is considered the main thing, the supplier is obliged transfer proportionateco-ownership to novem provided that the main thing belongs to the supplier. Disposal or passing on ofhanded-over objects as well as of the derivative products to third party without the consent of novem is ruledout.8.3 novem reserves the property rights with respect to the tools; the supplier is obliged to use the tools exclusivelyfor the manufacture of the goods ordered by novem. The supplier is obliged to insure the tools that belong tonovem, and/or the tools that belong to customers of novem at new-price value at his own expense against fire,water and theft damages. He is obliged to carry out any required maintenance and inspection work at his ownGTC, State 10

Page 4 (of 5)expense on time. He has to immediately report any disturbances to novem; if he fails to do so, then liabilityclaims remain untouched.8.4 The supplier has to inspect provided material before starting the fabrication, for obvious detectable defects aswell as to perform an identity check. The supplier has to implement tests/inspections prescribed in thefabrication plan, if necessary. Should the supplier find quality defects, novem has to be informed immediatelyin order to coordinate further measures.8.5 After fulfilment of the respective contract or already upon demand by novem, all passed-on objects must bereturned back to novem, in the proper state, by the supplier under renunciation of possible retention right.8.6 The party may advertise with its business connection only with prior written approval of the respectively otherparty.8.7 The parties are reciprocally obliged to treat every non-obvious commercial and technical detail that becomeknown to them through their business relationship as business secret vis-à-vis third party and to obligate hisstaff to comply respectively. They may be disclosed to third party only with express written approval of theother party respectively. The secrecy obligation applies also after termination of this contract; it lapses if andso far the special knowledge contained in the passed-on diagrams, drawings, calculations and otherdocuments is or was evidently generally well known or well known without the fault of the other party or wasalready available to the other party before the pass-on. The parties are further released from the secrecyobligation if they must disclose the information on the basis of statutory determinations or decrees of Stateorgans, however, not before they have reported the circumstance to the other party in writing.9. Intellectual property rights of third persons9.1 The supplier is liable for claims that result from violation of patent rights and/or copyright, no matter whetherthe violation results from the delivery itself or its contractual use by novem or its customers. Accordingly, thesupplier promises to exempt novem and its customers from the claims made against it for patent and copyrightbreach in full amount and to refund novem and its customers all the incurred expenses in connection with thisclaim, unless, the supplier has produced the delivered object according to drawings, model or other equivalentinformation given by novem, without knowledge or having to know the circumstance justifying a breach ofintellectual property rights.9.2 If third party makes claims pertaining to violation of patent rights and/or copyright, the supplier, besides thedamage exemption obligation in Item 9.1, has to prevent further claims of breaches of the law;a) that he procures the required licenses relating to the alleged breach of patent orb) that he makes available to novem a changed delivery object and/or parts thereof that in the case ofexchange finally removes the violating delivery object and/or its part that removes the accusation relatingto the delivery object. The supplier bears the incurred exchange expenses.9.3 The parties are obliged to immediately inform the other party about notification of threatening or ensuingbreach of intellectual property rights in order to be able to act against the claims amicably.9.4 The supplier will inform novem upon inquiry of the use of his own and licensed published and unpublishedpatent rights and patent applications on the delivery object.10. Liability10.1 novem is liable without contractual limitation according to the statutory provisions- for damages that are based on a breach of a guarantee assumed by novem;- because of intentional act;- for damages that rest on fact that novem concealed a defect maliciously;- for damages such as life injury, body injury or health damage that are based upon an intentional ornegligent breach of duty by novem or otherwise based on intentional or negligent behaviour of a statutoryrepresentative or fulfilment assistant of novem;- for other damages apart from those itemized under indent marking for paragraph 4 that are based on anintentional or gross negligent breach of duty by novem or otherwise based on intentional or grossnegligent behaviour of a statutory representative or fulfilment assistant of novem;- according to the product liability law10.2 In other cases than those mentioned in Item 10.1, the liability of novem is limited to the contractually typical andforeseeable damage as far as the damage is based on a negligent breach of essential duties ("cardinalduties") by novem or by a statutory representative or fulfilment assistants of NOVEM. Essential duties("cardinal duties") are duties whose fulfilment generally first enables regular implementation of the contract andwith whose compliance the supplier may have confidence.10.3 In other cases than these mentioned under Item 10.1 and Item 10.2, the liability by novem is ruled out becauseof negligence.10.4 The objection to the contributory negligence remains untouched.10.5 The foregoing regulations apply accordingly also to the benefit of the organs, statutory representatives,employees and other fulfilment assistants of novem.10.6 The foregoing regulations apply independently of whether it involves contractual or statutory claims, andaccordingly also apply to the liability with regard to the replacement of vain expenses.11. Impossibility; contract adaptation11.1 So far as the delivery is impossible, novem is entitled to ask for compensation, unless the supplier is notresponsible for the impossibility.11.2 As far as unpredictable events in the sense of Item 12. considerably alter or influence the economicimportance or the content of the delivery or significantly influence the operation of the supplier, the contract willbe adapted under the consideration of loyalty and reasonable faith. As far as this is economically notGTC, State 10

Page 5 (of 5)justifiable, the supplier is entitled to withdraw from the contract. If he wants to make use of this withdrawalright, then he has to inform novem immediately after knowing the scope of the event, thus even if at first anextension of the delivery time was agreed upon with novem.12. Acts of GodThe party is freed for the duration of interference and to the extent of its effect on performance obligations inthe event of acts of God, industrial disputes, unrest, official measures and other unpredictable, inevitable andserious events. The parties are obliged to give the required information within the scope of possibility and toadjust its obligation to the changed conditions in a loyal and faithfully manner.13. Contract termination13.1 In all other cases that entitle withdrawal or termination in the law or in these conditions, the following applieswith regard to contractual termination:a) For the case that a party does not fulfil an essential contractual duty, the one party can notify the otherparty in writing about the alleged breach of contract and can set an adequate period for remedy, withinwhich the breach of contract can be rectified. If the contract-breaching party does not respond to thisdemand within the period, then the other party can terminate the contract entirely or partially.b) In the event that one of the parties files or prepares for a bankruptcy proceeding over the asset, then theother party can take this as occasion to terminate the contract immediately if the contractual performanceexchange will be affected by the bankruptcy proceeding - based on foresight.13.2 The termination of the contract, no matter for which reason, does not release the party from the obligation tofulfilment that is already due or mature up to the contractual termination.14. General provisions14.1 Place of performance is the recipient works specified in the order by novem.14.2 Changes and additions of the contract and this GTC require the written form for their effectiveness. Thisapplies also to the cancellation of this writing requirement.14.3 Exclusive jurisdiction for deliveries and payments, as well as for all disputes ensuing from the contracts is theheadquarters of novem, so far as the supplier is a businessman in the sense of the Commercial Code. novemis also entitled to complain before the court that is responsible for the seat or the branch office of the supplierwith whom the contract was concluded.14.4 The contractual relationship is exclusively subject to the law of the Federal Republic of Germany. Theapplication of the legal norm of the German conflicts of law as far as they refer to a foreign legal system, aswell as the application of other conventions about the law of sales of goods, especially UN purchase law areexcluded.14.5 If a provision of these purchasing conditions should be or become entirely or partially ineffectual orunworkable, the effectiveness of the remaining provisions and the validity of the remaining contractualcontents thereof is untouched. The parties promise to replace ineffectual or unworkable provisions with suchthat if possible nearly come close to the result of the ineffectual or unworkable provision originally pursuedeconomically by the parties. The same applies to closing possible contractual loopholes. The foregoingregulations apply accordingly also if the ineffectiveness or impracticability of a provision affects a measure ofthe performance or time (period or schedule) prescribed in this contract.As of: 07/2012GTC, State 10